Edgar Filing: KOONTZ PAUL G

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KOONTZ PAUL G

2. Issuer Name and Ticker or Trading Symbol
ENVESTNET, INC. [ENV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O FOUNDATION CAPITAL, 250 MIDDLEFIELD ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2010

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2010		J⁽⁵⁾		26,965	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital III Principals, LLC ⁽¹⁾
Common Stock	08/03/2010		J⁽⁵⁾		231,371	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital III, L.P. ⁽¹⁾
Common Stock	08/03/2010		J⁽⁵⁾		679,654	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital Leadership Fund, L.P. ⁽¹⁾
Common Stock	08/03/2010		J⁽⁵⁾		18,124	D	⁽⁵⁾	0	I	By GRP Management Services Corp., trustee Foundation Capital Leadership Principals Fund, LLC ⁽¹⁾
Common Stock	08/03/2010		C⁽¹⁾		172,917 ⁽²⁾	A	⁽²⁾	304,342	I	By Foundation Capital III, L.P. ⁽³⁾
Common Stock	08/03/2010		C⁽¹⁾		884,051 ⁽⁴⁾	A	⁽⁴⁾	1,448,895	I	By Foundation Capital III Principals, LLC ⁽³⁾
Common Stock	08/03/2010		J⁽⁵⁾		679,654 ⁽⁶⁾	A	⁽⁵⁾	687,813	I	By Foundation Capital Leadership Fund, LLC
Common Stock	08/03/2010		J⁽⁵⁾		18,124 ⁽⁶⁾	A	⁽⁵⁾	18,340	I	By Foundation Capital Leadership Principals Fund, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

08/03/2010

138,080 ⁽²⁾

⁽²⁾

Common Stock

138,080

⁽²⁾

By Foundation Capital III Principals, LLC ⁽³⁾

Series C Preferred Stock

⁽²⁾

08/03/2010

7,872 ⁽²⁾

⁽²⁾

Common Stock

7,872

⁽²⁾

By Foundation Capital III Principals, LLC ⁽³⁾

Series A Preferred Stock

⁽⁴⁾

08/03/2010

585,120 ⁽⁴⁾

⁽⁴⁾

Common Stock

585,120

⁽⁴⁾

By Foundation Capital III L.P. ⁽³⁾

Series C Preferred Stock

⁽⁴⁾

08/03/2010

67,560 ⁽⁴⁾

⁽⁴⁾

Common Stock

67,560

⁽⁴⁾

By Foundation Capital III L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KOONTZ PAUL G C/O FOUNDATION CAPITAL 250 MIDDLEFIELD ROAD MENLO PARK, CA 94025	X

Signatures

/s/ Shelly O'Brien, by power of attorney for Paul Koontz		08/05/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to their terms, each series of the Issuer's outstanding preferred stock converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering.
(2)	Represents 26,965 shares of the Issuer's Common Stock, acquired upon the termination of the voting trust with GRP Management Services Corp. Also, represents 138,080 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect beneficial ownership of Series A Preferred Stock of the Issuer and 7,872 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock and each share of the Issuer's Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Series A Preferred Stock and Series C Preferred Stock had no expiration date.
(3)	Paul Koontz is a Manager of (a) Foundation Capital Management Co. III, LLC ("FC3M"), which serves as the sole general partner of Foundation Capital III, L.P. ("FC3") and Foundation Capital Leadership Fund, L.P. ("FCL") and (b) FC Leadership Management Co., LLC ("FCLM"), which serves as the sole general partner of FCL and FCLP. FC3M exercises sole voting and investment power over the shares owned by FC3 and Foundation Capital III Principals, LLC ("FC3P") and FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As a Manager of FC3M and FCLM, Mr. Koontz may be deemed to share voting and investment power over the shares owned by FC3, FC3P, FCL and FCLP. Mr. Koontz disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
(4)	Represents 231,371 shares of the Issuer's Common Stock acquired upon the termination of the voting trust with GRP Management Services Corp. Also, represents 585,120 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's indirect beneficial ownership of Series A Preferred Stock of the Issuer and 67,560 shares of the Issuer's Common Stock acquired as a result of the conversion of the Reporting Person's holdings of Series C Preferred Stock of the Issuer. Effective upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A Preferred Stock converted into 160 shares of the Issuer's Common Stock and each share of the Issuer's Series C Preferred Stock converted into 200 shares of the Issuer's Common Stock. The Issuer's Series A Preferred Stock and Series C Preferred Stock had no expiration date.
(5)	Upon the consummation of the Issuer's initial public offering, the voting trust with GRP Management Services Corp. terminated and all shares of Common Stock held in trust by GRP Management Services Corp. reverted to Foundation Capital III Principals, LLC, Foundation Capital III, L.P., Foundation Capital Leadership Fund, L.P. and Foundation Capital Leadership Principals Fund, LLC. Accordingly, no price is attributable to such shares of Common Stock.
(6)	Represents shares of the Issuer's Common Stock acquired upon the termination of the voting trust with GRP Management Services Corp.

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